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AIA Group Limited Board/Management Information 2016

Jan 14, 2016

49833_rns_2016-01-14_a42865c4-353f-4451-871d-49089752db0a.pdf

Board/Management Information

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This announcement is for information purposes only and does not constitute an invitation or offer by any person to acquire, purchase or subscribe for securities. This announcement is not, and is not intended to be, an offer of securities of the Company for sale in the United States. The securities of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the U.S. Securities Act. There is not, and is not intended to be, any public offering of the securities of the Company in the United States.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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AIA Group Limited 友邦保險控股有限公司

(Incorporated in Hong Kong with limited liability)

Stock Code: 1299

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHANGES TO MEMBERSHIP OF BOARD COMMITTEES

The Board of Directors (the “Board”) of AIA Group Limited (the “Company”) is pleased to announce the appointment of Dr. Narongchai Akrasanee (“Dr. Narongchai”) as an Independent Non-executive Director of the Company and a member of the Audit Committee and Nomination Committee of the Board with effect from 15 January 2016. The Board also announces changes to the membership of certain Board Committees, with effect from 15 January 2016.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Dr. Narongchai, aged 70, was previously an Independent Non-executive Director of the Company from 21 November 2012 to 31 August 2014. He is the former Minister of Energy and Minister of Commerce for the Kingdom of Thailand, and served as a Senator. Dr. Narongchai served as Chairman of the Export-Import Bank of Thailand from December 2005 to June 2010, as a Director of the Office of the Insurance Commission of Thailand from October 2007 to August 2012, as a Director of the National Economic and Social Development Board for the period from July 2009 to July 2013 and as a member of the Monetary Policy Committee of the Bank of Thailand from November 2011 to September 2014.

He is currently the Chairman of the Steering Committee and Vice-Chairman of the Council of Mekong Institute, the Chairman of the Thailand National Committee for the Pacific Economic Cooperation Council and the Chairman of the Khon Kaen University Council in Thailand.

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Dr. Narongchai also acts as the Chairman and an independent director of two entities listed on the Stock Exchange of Thailand, namely MFC Asset Management Public Company Limited and Ananda Development Public Company Limited. He is also the Chairman and an independent director of The Brooker Group Public Company Limited, which is listed on the Stock Exchange of Thailand’s Market for Alternative Investment. Dr. Narongchai is the Chairman of the Seranee Group of companies.

He previously served as an independent director of each of Malee Sampran Public Company Limited and ABICO Holdings Public Company Limited and as the Vice-Chairman and an independent director of Thai-German Products Public Company Limited, companies listed on the Stock Exchange of Thailand.

Dr. Narongchai received a Bachelor’s degree in Economics with Honours from the University of Western Australia and M.A. and Ph.D. in Economics from Johns Hopkins University.

Dr. Narongchai has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

Dr. Narongchai’s appointment is for a term of 3 years commencing on 15 January 2016, subject to re-nomination and re-election in accordance with the articles of association of the Company or pursuant to the Listing Rules. He is entitled to receive an annual director’s fee of US$155,000 and annual fees of US$25,000 and US$10,000 for acting as a member of the Audit Committee and Nomination Committee, respectively. These fees were set by the Remuneration Committee with reference to his duties and responsibilities within the Company and prevailing market conditions. These fees are covered by and stipulated in a service contract with the Company.

As at the date of this announcement, Dr. Narongchai does not have any interest or short position in shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, Dr. Narongchai has not held any other directorships in other Hong Kong or overseas listed public companies in the last three years. Other than the positions disclosed above, Dr. Narongchai does not hold any position in the Company or any of its subsidiaries. Dr. Narongchai does not have any relationship with any director, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company.

Dr. Narongchai has confirmed that there is no other information relating to him that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there are no other matters which need to be brought to the attention of the shareholders of the Company in connection with his appointment.

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CHANGES TO MEMBERSHIP OF BOARD COMMITTEES

Subsequent to the appointment of Dr. Narongchai, the Board reviewed the composition of the Board Committees. With effect from 15 January 2016, the composition of each of the Audit Committee, the Remuneration Committee and the Nomination Committee will be as follows:

Audit Committee

Mr. John Barrie Harrison (Chairman) Mr. Jack Chak-Kwong So Mr. George Yong-Boon Yeo Dr. Narongchai Akrasanee

Remuneration Committee

Mr. Jack Chak-Kwong So (Chairman) Mr. George Yong-Boon Yeo Mr. Mohamed Azman Yahya Mr. Edmund Sze-Wing Tse

Nomination Committee

Mr. Edmund Sze-Wing Tse (Chairman) Mr. Jack Chak-Kwong So Mr. Chung-Kong Chow Mr. John Barrie Harrison Mr. George Yong-Boon Yeo Mr. Mohamed Azman Yahya Professor Lawrence Juen-Yee Lau Ms. Swee-Lian Teo Dr. Narongchai Akrasanee

There are no changes to the composition of the Risk Committee.

By Order of the Board Mark Edward Tucker Executive Director, Group Chief Executive and President

Hong Kong, 15 January 2016

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As at the date of this announcement, the Board of Directors of the Company comprises:

Non-executive Chairman and Non-executive Director:

Mr. Edmund Sze-Wing Tse

Executive Director, Group Chief Executive and President:

Mr. Mark Edward Tucker

Independent Non-executive Directors:

Mr. Jack Chak-Kwong So, Mr. Chung-Kong Chow, Mr. John Barrie Harrison, Mr. George Yong-Boon Yeo, Mr. Mohamed Azman Yahya, Professor Lawrence Juen-Yee Lau, Ms. Swee-Lian Teo and Dr. Narongchai Akrasanee

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